Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Mar. 01, 2016 | |
Document and Entity Information: | ||
Entity Registrant Name | CUBESCAPE INC | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2015 | |
Trading Symbol | CSCP | |
Amendment Flag | false | |
Entity Central Index Key | 1,648,087 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 15,000,000 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Public Float | $ 0 | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | FY |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 19,230 | $ 0 |
Prepaid expense | 18,000 | 0 |
Total Current Assets | 37,230 | 0 |
Property and Equipment, net | 1,927 | 0 |
Intangible Assets, net | 10,573 | 0 |
OTHER ASSETS: | ||
Deferred offering costs | 0 | 0 |
Total Other Assets | 0 | 0 |
TOTAL ASSETS | 49,730 | 0 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expense | 93,265 | 0 |
Related party loan | 6,000 | 0 |
Nonrelated party loans | 105 | 610 |
TOTAL LIABILITIES | 99,370 | 610 |
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Common stock, $0.001 par value; 100,000,000 shares authorized; 15,000,000 and 6,000,000 shares issued and outstanding as of December 31, 2015 and December 31, 2014, respectively | 15,000 | 6,000 |
Additional paid in capital | 52,860 | 0 |
Accumulated deficit | (117,500) | (6,610) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | (49,640) | (610) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 49,730 | $ 0 |
BALANCE SHEETS PARENTHETICALS
BALANCE SHEETS PARENTHETICALS - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Parentheticals | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 15,000,000 | 6,000,000 |
Common stock, shares outstanding | 15,000,000 | 6,000,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
Revenue | ||
Revenue | $ 0 | $ 0 |
Cost of revenue | 0 | 0 |
Gross margin | 0 | 0 |
Expenses: | ||
Officer compensation | 6,000 | 0 |
Development costs - internal use software | 0 | 46,200 |
Administrative and other costs | 0 | 52,390 |
Amortization and depreciation expense | 0 | 11,500 |
Organization expense | 610 | 0 |
Loss before income tax | 6,610 | 110,090 |
Provision for income tax | 0 | 800 |
Net loss | $ (6,610) | $ (110,890) |
Basic and diluted loss per share | $ 0 | $ (0.01) |
Weighted average common shares outstanding - basic and diluted | 6,000,000 | 9,205,479 |
STATEMENT OF STOCKHOLDERS' DEFI
STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock | Common Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance (inception) shares issued for organization services - officers compensation at Dec. 15, 2014 | 6,000,000 | 6,000 | 6,000 | ||
Net loss | $ (6,610) | $ (6,610) | |||
Balance at Dec. 31, 2014 | 6,000,000 | 6,000 | (6,610) | (610) | |
Shares issued for intangible and tangible assets - January 15, 2015 | 3,000,000 | 3,000 | 21,000 | 24,000 | |
Shares issued pursuant to registered offering - December 11, 2015 | 6,000,000 | 6,000 | 54,000 | 60,000 | |
Deferred offering costs - additional paid in capital offset upon close of registered offering December 11, 2015 | $ (22,140) | $ (22,140) | |||
Net loss | $ (110,890) | $ (110,890) | |||
Balance at Dec. 31, 2015 | 15,000,000 | 15,000 | 52,860 | (117,500) | (49,640) |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net loss | $ (6,610) | $ (110,890) |
Amortization | 0 | 11,500 |
Shares issued for compensation | 6,000 | 0 |
Adjustments to reconcile net loss to cash (used in) operating activities: | ||
Change in prepaid expense | 0 | (18,000) |
Change in deferred offering expense | 0 | 0 |
Change in accounts payable | 0 | 93,265 |
Net Cash (Used in) Operating Activities | (610) | (24,125) |
CASH FLOW FROM INVESTING ACTIVITIES | 0 | 0 |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Deferred offering costs paid | 0 | (22,140) |
Proceeds from registered offering | 0 | 60,000 |
Loan repayment to nonrelated parties | 0 | (16,710) |
Loans from nonrelated parties | 610 | 16,205 |
Loans from related party | 0 | 6,000 |
Net Cash Provided by Financing Activities | 610 | 43,355 |
CHANGE IN CASH | 0 | 19,230 |
CASH AT BEGINNING OF PERIOD | 0 | 0 |
CASH AT END OF PERIOD | 0 | 19,230 |
Cash paid for: | ||
Interest | 0 | 0 |
Income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Stock issued for acquisition of tangible and intangible assets | $ 0 | $ 24,000 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The Company was incorporated on December 15, 2014 (date of inception) under the laws of the State of Nevada, as CubeScape, Inc. The Company filed a registration statement on Form S-1 which was declared effective by the U.S. Securities and Exchange Commission on October 14, 2015. The Form S-1 allowed the Company to solicit investors for investment in a direct public offering of $60,000. Twenty six (26) investors invested at a price of $0.01 per share for the entire offering which closed on December 11, 2015. Nature of operations The Company is developing a branded product that utilizes panoramic vinyl wall graphics generated on a proprietary interactive design portal. The proprietary interactive portal is designed to assist the consumer or end-user in creating wall or cubicle panel art, upgrading and/or enhancing plain home, office and cubicle work space with a new approach to workplace aesthetics. The Companys product will consist of high resolution wall graphics made from professional art, designs, stock-photos and/or user (consumer) provided images that are integrated into unique backdrop. Graphics will be constructed of quality vinyl and low-tack adhesive for ease of application and replacement but durable. Basis of presentation The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the SEC) set forth in Article 8 of Regulation S-X. These financial statements should be read along with the financial statements of the Company for the period ended December 31, 2014 and notes thereto contained in the Companys registration statement filed on Form S-1 declared effective on October 14, 2015. Year end The Companys year-end is December 31. Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. Revenue recognition We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the consumer; (3) the amount of fees to be paid by the consumer is fixed or determinable; and (4) the collection of our fees or product revenue is probable. The Company will record revenue when it is realizable and earned and product have been shipped to the consumers or that our service has been rendered to the consumer. Advertising costs Advertising costs are anticipated to be expensed as incurred; however there were no advertising costs for the twelve months ended December 31, 2015 or for the period December 15, 2014 (inception) through December 31, 2014, respectively. Fair value of financial instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2014 and December 31, 2015, respectively. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, deferred offering costs and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. Level 1: Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. Level 3: If inputs from levels 1 and 2 are not available, the Financial Accounting Standards Board (the FASB) acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as unobservable, and limits their use by saying they shall be used to measure fair value to the extent that observable inputs are not available. This category allows for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Earlier in the standard, FASB explains that observable inputs are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. Stock-based compensation The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. Earnings per share The Company follows ASC Topic 260 to account for earnings per share. Basic earnings per common share (EPS) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. Income taxes The Company follows ASC Topic 740 for recording provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the changes in the asset or liability for each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax asset will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income tax in the period of change. Deferred income tax may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of December 31, 2014 and December 31, 2015, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company. The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months. The Company classifies tax-related penalties and net interest as income tax expense. For the twelve months ended December 31, 2015 and for the period December 15, 2014 (inception) through December 31, 2014, respectively, $800 and no income tax expense has been recorded. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. Recent pronouncements The Company evaluated recent accounting pronouncements through December 31, 2015 and believes that none have a material effect on the Companys financial statements except for the following. In June of 2014 FASB issued Accounting Standards Update (ASU) 2014-10, Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation In August, 2014, FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entities Ability to continue as a Going Concern In August 2015, FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of Effective Date Revenue from Contracts with Customers, In August 2015, FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements Simplifying the Presentation of Debt Issuance Costs In September 2015, the FASB issued ASU 2015-16, Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments Amendments clarifying guidance in Topic 205, Risks and Uncertainties, are applicable to entities that have not commenced planned principal operations, which we have commenced recently. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2015 | |
GOING CONCERN | |
GOING CONCERN | NOTE 2 GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company has not yet generated revenues from operations. Since inception, the Company has been engaged in financing and executing its business plan of operations and incurring costs and expenses related to its direct public offering. As a result, the Company incurred accumulated net losses for the year ended December 31, 2015 and from Inception (December 15, 2014) through December 31, 2014 of ($110,890) and ($6,610), respectively. In addition, the Companys development activities since inception have been sustained through debt financing and the deferral of payments on accounts payable and other expenses. The ability of the Company to continue as a going concern is dependent upon its ability to raise capital from the sale of its common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2015 | |
INTANGIBLE ASSETS: | |
INTANGIBLE ASSETS | NOTE 3 INTANGIBLE ASSETS Intangible assets with finite lives are amortized over their estimated useful life. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or carrying value involve significant judgment. During January 2015 the Company acquired certain intangible assets from our founder which consisted of a business plan, artistic designs, stock photography to be used in its cubicle design business, along with various costs related to the development of internal-use software to be used in its operations. In addition the Company acquired certain tangible assets from our founder which consisted of network servers, computers and other computer components, a graphic designers workstation and other office furniture which both our founder and as-needed software developers and designers will use in creating product and services for our operations. Total value attributable to the tangible and intangible assets purchased by the Company was $24,000. Total value represents an amount less than actual costs paid for by our founder. Our founder has incurred or spent more than $50,000 over a period of time dating back to 2007 to further develop and refine the Companys business plan and operations. Intangible assets as of December 31, 2015 and December 31, 2014 includes the following: December 31, 2015 December 31, 2014 Intangible assets consisting of certain development costs and purchased software for design and graphics $ 20,300 $ - Less: Accumulated amortization (9,727) (-) Net intangible assets $ 10,573 $ - For the twelve months ended December 31, 2015 and for the period December 15, 2014 (inception) through December 31, 2014 we recognized $9,727 and none in amortization expense, respectively. The acquired intangible assets were placed in service on January 15 th |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2015 | |
PROPERTY AND EQUIPMENT: | |
PROPERTY AND EQUIPMENT | NOTE 4 PROPERTY AND EQUIPMENT Property and equipment as of December 31, 2015 and December 31, 2014 includes the following: December 31, 2015 December 31, 2014 Computers and equipment $ 2,000 $ - Furniture and workstations 1,700 - 3,700 - Less: Accumulated depreciation (1,773) (-) Net property and equipment $ 1,927 $ - For the twelve months ended December 31, 2015 and for the period December 15, 2014 (inception) through December 31, 2014 we recognized $1,773 and none in depreciation expense, respectively. The acquired assets were placed in service on January 15 th |
RELATED PARTY NOTE PAYABLE AND
RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2015 | |
RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS: | |
RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS | NOTE 5 RELATED PARTY NOTES PAYABLE AND RELATED PARTY TRANSACTIONS For the period ended December 31, 2015, the Company executed a promissory note with a related party in the amount of $4,500. The unsecured note payable bears interest at 0% per annum and is due upon demand. The Company amended this note payable to increase it to $6,000 as of December 31, 2015. The Company recorded rent expense of $6,000 and none (included in Administrative and other costs) for the twelve months ended December 31, 2015 and for the period December 15, 2014 (inception) through December 31, 2014, respectively. The Company rents office space from its founder on a month-to-month lease for $500 per month. This includes all utilities and other incidental costs associated with operating the office space in which to house the Companys computing equipment and its headquarters. During the year ended December 31, 2015 the Company recorded and capitalized $24,000 of intangible and tangible assets purchased from our founder. This transaction occurred on January 15, 2015 (see Note 3 - Intangible Assets). |
NONRELATED PARTY NOTES PAYABLE
NONRELATED PARTY NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2015 | |
NONRELATED PARTY NOTES PAYABLE: | |
NONRELATED PARTY NOTES PAYABLE | NOTE 6 NONRELATED PARTY NOTES PAYABLE During the year ended December 31, 2015, the Company executed promissory notes with three nonrelated parties in the amounts $5,000, $5,100 and $2,610, respectively. The unsecured notes payable bear interest at 0% per annum and are due and payable upon demand. The nonrelated party notes increased by $4,000 during the period post the execution of the promissory notes. The Company during the year ended December 31, 2015 made payments totaling $16,710 leaving a balance of $105 due to a nonrelated party as of December 31, 2015. |
DEFERRED OFFERING COSTS
DEFERRED OFFERING COSTS | 12 Months Ended |
Dec. 31, 2015 | |
DEFERRED OFFERING COSTS: | |
DEFERRED OFFERING COSTS | NOTE 7 DEFERRED OFFERING COSTS Deferred offering costs consist principally of accounting, legal and other fees incurred through the balance sheet date that are directly related to the proposed common stock offering. Deferred offering costs were offset against the net proceeds of our equity transaction. On December 11, 2015, deferred offering costs of $22,140 was credited towards additional paid in capital. As of December 31, 2015, deferred offering costs were none. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
INCOME TAXES: | |
INCOME TAXES | NOTE 8 INCOME TAXES At December 31, 2015 and 2104, the Company had a net operating loss carryforward of $117,500 and $6,610, respectively, which begins to expire in 2034. Components of net deferred tax asset, including a valuation allowance, are as follows at December 31, 2015 and 2014: 2015 2014 Deferred tax asset: Net operating loss carryforward $ 41,125 $ 2,314 Total deferred tax asset 41,125 2,314 Less: Valuation allowance (41,125) (2,314) Net deferred tax asset $ - $ - Valuation allowance for deferred tax assets as of December 31, 2015 and December 31, 2014 was $41,125 and $2,314, respectively. In assessing the recovery of the deferred tax asset, management considers whether it is more likely than not that some portion or all of the deferred tax asset will not be realized. The ultimate realization of the deferred tax asset is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not deferred tax assets will not be realized as of December 31, 2015 and December 31, 2014 and recognized a full valuation allowance for each period. Reconciliation between statutory rate and the effective tax rate for both periods and as of December 31, 2015 and December 31, 2014: Federal statutory rate (35.0) % State taxes, net of federal benefit (0.00) % Change in valuation allowance 35.0 % Effective tax rate 0.0 % |
SHARE CAPITAL
SHARE CAPITAL | 12 Months Ended |
Dec. 31, 2015 | |
SHARE CAPITAL: | |
SHARE CAPITAL | NOTE 9 SHARE CAPITAL The Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock and 1,000,000 shares of its $0.001 par value preferred stock. Common stock On December 15, 2014, the Company issued to its founder, an officer and director of the Company, 6,000,000 shares of its $0.001 par value common stock at a price of $0.001 per share for services provided upon organization. The services were valued at $6,000. On January 15, 2015, the Company issued to its founder 3,000,000 shares of its $0.001 par value common stock at a price of $0.008 per share for certain intangible assets and tangible assets (see Note 3 - Intangible Assets). Mr. David Estus, our sole officer and director, incurred more than $50,000 in developing or acquiring the intangible and tangible assets for which the Company valued at $24,000. The Company filed a registration statement on Form S-1 which was declared effective by the U.S. Securities and Exchange Commission on October 14, 2015. The Form S-1 allowed the Company to solicit investors for investment in a direct public offering of $60,000. Twenty six (26) investors invested at a price of $0.01 per share for the entire offering which closed on December 11, 2015. At December 31, 2015, there were 15,000,000 shares of common stock issued and outstanding. |
WARRANTS AND OPTIONS
WARRANTS AND OPTIONS | 12 Months Ended |
Dec. 31, 2015 | |
WARRANTS AND OPTIONS: | |
WARRANTS AND OPTIONS | NOTE 10 WARRANTS AND OPTIONS As of December 31, 2015 and December 31, 2014, there were no warrants or options outstanding to acquire any additional shares of common stock. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2015 | |
SUBSEQUENT EVENTS: | |
SUBSEQUENT EVENTS | NOTE 11 SUBSEQUENT EVENTS The Company evaluated all events that occurred after the balance sheet date of December 31, 2015 through the date the financial statements were issued. The Company determined that it has no reportable events. |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies: | |
Organization | Organization The Company was incorporated on December 15, 2014 (date of inception) under the laws of the State of Nevada, as CubeScape, Inc. The Company filed a registration statement on Form S-1 which was declared effective by the U.S. Securities and Exchange Commission on October 14, 2015. The Form S-1 allowed the Company to solicit investors for investment in a direct public offering of $60,000. Twenty six (26) investors invested at a price of $0.01 per share for the entire offering which closed on December 11, 2015. |
Nature of operations | Nature of operations The Company is developing a branded product that utilizes panoramic vinyl wall graphics generated on a proprietary interactive design portal. The proprietary interactive portal is designed to assist the consumer or end-user in creating wall or cubicle panel art, upgrading and/or enhancing plain home, office and cubicle work space with a new approach to workplace aesthetics. The Companys product will consist of high resolution wall graphics made from professional art, designs, stock-photos and/or user (consumer) provided images that are integrated into unique backdrop. Graphics will be constructed of quality vinyl and low-tack adhesive for ease of application and replacement but durable. |
Basis of presentation | Basis of presentation The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the SEC) set forth in Article 8 of Regulation S-X. These financial statements should be read along with the financial statements of the Company for the period ended December 31, 2014 and notes thereto contained in the Companys registration statement filed on Form S-1 declared effective on October 14, 2015. |
Year end | Year end The Companys year-end is December 31. |
Cash and Cash Equivalents, Policy | Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. |
Revenue recognition | Revenue recognition We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the consumer; (3) the amount of fees to be paid by the consumer is fixed or determinable; and (4) the collection of our fees or product revenue is probable. The Company will record revenue when it is realizable and earned and product have been shipped to the consumers or that our service has been rendered to the consumer. |
Advertising costs | Advertising costs Advertising costs are anticipated to be expensed as incurred; however there were no advertising costs for the twelve months ended December 31, 2015 or for the period December 15, 2014 (inception) through December 31, 2014, respectively. |
Fair value of financial instruments | Fair value of financial instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2014 and December 31, 2015, respectively. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, deferred offering costs and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. Level 1: Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. Level 3: If inputs from levels 1 and 2 are not available, the Financial Accounting Standards Board (the FASB) acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as unobservable, and limits their use by saying they shall be used to measure fair value to the extent that observable inputs are not available. This category allows for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Earlier in the standard, FASB explains that observable inputs are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. |
Stock-based compensation, Policy | Stock-based compensation The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. |
Earnings per share, Policy | Earnings per share |
Income taxes, Policy | Income taxes The Company follows ASC Topic 740 for recording provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the changes in the asset or liability for each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax asset will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income tax in the period of change. Deferred income tax may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of December 31, 2014 and December 31, 2015, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company. The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months. The Company classifies tax-related penalties and net interest as income tax expense. For the twelve months ended December 31, 2015 and for the period December 15, 2014 (inception) through December 31, 2014, respectively, $800 and no income tax expense has been recorded. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. |
Recent pronouncements | Recent pronouncements The Company evaluated recent accounting pronouncements through December 31, 2015 and believes that none have a material effect on the Companys financial statements except for the following. In June of 2014 FASB issued Accounting Standards Update (ASU) 2014-10, Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation In August, 2014, FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entities Ability to continue as a Going Concern In August 2015, FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of Effective Date Revenue from Contracts with Customers, In August 2015, FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements Simplifying the Presentation of Debt Issuance Costs In September 2015, the FASB issued ASU 2015-16, Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments Amendments clarifying guidance in Topic 205, Risks and Uncertainties, are applicable to entities that have not commenced planned principal operations, which we have commenced recently. |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
INTANGIBLE ASSETS INCLUDES THE FOLLOWING | |
SCHEDULE OF INTANGIBLE ASSETS | Intangible assets as of December 31, 2015 and December 31, 2014 includes the following: December 31, 2015 December 31, 2014 Intangible assets consisting of certain development costs and purchased software for design and graphics $ 20,300 $ - Less: Accumulated amortization (9,727) (-) Net intangible assets $ 10,573 $ - |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
SCHEDULE OF PROPERTY AND EQUIPMENT: | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment as of December 31, 2015 and December 31, 2014 includes the following: December 31, 2015 December 31, 2014 Computers and equipment $ 2,000 $ - Furniture and workstations 1,700 - 3,700 - Less: Accumulated depreciation (1,773) (-) Net property and equipment $ 1,927 $ - |
SCHEDULE OF INCOME TAX EXPENSE
SCHEDULE OF INCOME TAX EXPENSE BENEFIT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
SCHEDULE OF INCOME TAX EXPENSE BENEFIT (Tables): | |
SCHEDULE OF COMPONENTS OF NET DEFERRED TAX ASSET, INCLUDING A VALUATION ALLOWANCE | Components of net deferred tax asset, including a valuation allowance, are as follows at December 31, 2015 and 2014: 2015 2014 Deferred tax asset: Net operating loss carryforward $ 41,125 $ 2,314 Total deferred tax asset 41,125 2,314 Less: Valuation allowance (41,125) (2,314) Net deferred tax asset $ - $ - |
SCHEDULE OF RECONCILIATION BETWEEN STATUTORY RATE AND THE EFFECTIVE TAX RATE FOR BOTH PERIODS AND AS OF SEPTEMBER 30, 2015 (UNAUDITED) AND DECEMBER 31, 2014 | Reconciliation between statutory rate and the effective tax rate for both periods and as of December 31, 2015 and December 31, 2014: Federal statutory rate (35.0) % State taxes, net of federal benefit (0.00) % Change in valuation allowance 35.0 % Effective tax rate 0.0 % |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES (Details) | Dec. 31, 2015USD ($) | Dec. 11, 2015USD ($)$ / shares |
Organization {1} | ||
Investors for investment in a direct public offering | $ 60,000 | |
Investors invested | 26 | |
Investors at a price per share | $ / shares | $ 0.01 | |
Income taxes | ||
Income tax expense | $ 800 |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
GOING CONCERN DETAILS | ||
Accumulated net losses | $ (6,610) | $ (110,890) |
INTANGIBLE ASSETS (Narrative) (
INTANGIBLE ASSETS (Narrative) (Details) | Jan. 31, 2015USD ($) |
INTANGIBLE ASSETS NARRATIVE DETAILS | |
Total value attributable to the tangible and intangible assets purchased by the Company | $ 24,000 |
Amount incurred by the founder over the period was more than | $ 50,000 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
INTANGIBLE ASSETS DETAILS | ||
Intangible assets consisting of certain development costs and purchased software for design and graphics | $ 20,300 | $ 0 |
Less: Accumulated amortization | (9,727) | |
Net intangible assets | $ 10,573 |
INTANGIBLE ASSETS - AMORTIZATIO
INTANGIBLE ASSETS - AMORTIZATION EXPENSE (Details) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015USD ($) | |
INTANGIBLE ASSETS - AMORTIZATION EXPENSE DETAILS | ||
Amortization expense recognized | $ 9,727 | |
Intangible assets useful life (in months) | 24 | 24 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
PROPERTY AND EQUIPMENT DETAILS | ||
Computers and equipment | $ 2,000 | $ 0 |
Furniture and workstations | 1,700 | |
Gross property annd equipment | 3,700 | |
Less: Accumulated depreciation | (1,773) | |
Net property and equipment | $ 1,927 |
PROPERTY AND EQUIPMENT - DEPREC
PROPERTY AND EQUIPMENT - DEPRECIATION EXPENSE (Details) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015USD ($) | |
PROPERTY AND EQUIPMENT - DEPRECIATION EXPENSE DETAILS | ||
Depreciation expense recognized | $ 1,773 | |
Property and equipment useful life (in months) | 24 | 24 |
RELATED PARTY NOTE PAYABLE AN29
RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2015 | |
RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS DETAILS | ||
Promissory note executed with a related party, amount | $ 4,500 | |
Promissory note executed with a related party, interest rate per annum | 0.00% | |
Note payable to increase | $ 6,000 | |
Rent expense included in Adminstrative and other costs | $ 6,000 | 6,000 |
Per month lease rent expense on office space rented from the founder | $ 500 | 500 |
Amount of intangible and tangible assets recorded and capitalized | $ 24,000 |
NONRELATED PARTY NOTES PAYABLE
NONRELATED PARTY NOTES PAYABLE (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
NONRELATED PARTY NOTES PAYABLE DETAILS | |
Promissory note executed with three nonrelated parties | $ 5,000 |
Promissory note executed with three nonrelated parties | 5,100 |
Promissory note executed with three nonrelated parties | $ 2,610 |
Promissory note executed with three nonrelated parties, interest rate per annum | 0.00% |
Nonrelated party notes increased | $ 4,000 |
Payments totaling | 16,710 |
Balance due to a nonrelated party | $ 105 |
DEFERRED OFFERING COSTS (Detail
DEFERRED OFFERING COSTS (Details) | Dec. 11, 2015USD ($) |
DEFERRED OFFERING COSTS DETAILS | |
Deferred offering costs | $ 22,140 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
INCOME TAXES NARRATIVE DETAILS | ||
Net operating loss carryforward, expiring in 2034 | $ 117,500 | $ 6,610 |
Valuation allowance for deferred tax assets | $ 41,125 | $ 2,314 |
COMPONENTS OF NET DEFERRED TAX
COMPONENTS OF NET DEFERRED TAX ASSET (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax asset: | ||
Net operating loss carryforward | $ 41,125 | $ 2,314 |
Total deferred tax asset | 41,125 | 2,314 |
Less: Valuation allowance | (41,125) | (2,314) |
Net deferred tax asset | $ 0 | $ 0 |
RECONCILIATION BETWEEN STATUTOR
RECONCILIATION BETWEEN STATUTORY RATE AND THE EFFECTIVE TAX RATE (Details) | 12 Months Ended |
Dec. 31, 2015 | |
RECONCILIATION BETWEEN STATUTORY RATE AND THE EFFECTIVE TAX RATE DETAILS | |
Federal statutory rate | (35.00%) |
State taxes, net of federal benefit | 0.00% |
Change in valuation allowance | 35.00% |
Effective tax rate | 0.00% |
SHARE CAPITAL (Details)
SHARE CAPITAL (Details) | Dec. 31, 2015$ / sharesshares | Jan. 15, 2015USD ($)$ / sharesshares | Dec. 15, 2014USD ($)$ / sharesshares |
SHARE CAPITAL DETAILS | |||
Common stock, shares authorized | shares | 100,000,000 | ||
Common stock, par value | $ 0.001 | ||
Preferred stock, shares authorized | shares | 1,000,000 | ||
Preferred stock, par value | $ 0.001 | ||
Common Stock: | |||
Shares issued to its founder, an officer and director of the Company for services provided | shares | 6,000,000 | ||
Par value of common stock issued | $ 0.001 | $ 0.001 | |
Per share price of common stock for services provided | $ 0.001 | ||
Value of services provided | $ | $ 6,000 | ||
Shares issued to its founder for certain intangible assets and tangible assets | shares | 3,000,000 | ||
Per share price of common stock for certain intangible and tangible assets | $ 0.008 | ||
Amount incurred by David Estus, our sole officer and director was more than | $ | $ 50,000 | ||
Valuation of amount incurred in developing or acquiring intangible assets | $ | 24,000 | ||
Investors for investment in a direct public offering | $ | $ 60,000 | ||
Investors invested | 26 | ||
Investors at a price per share | $ 0.01 | ||
Common stock, shares issued and outstanding | shares | 15,000,000 |